LIFE BANCORP, INC.
                SPECIAL MEETING OF SHAREHOLDERS FEBRUARY 23, 1998

                        ESOP Voting Instruction Statement

     The undersigned hereby instructs the trustees of the trust created pursuant
to the Employee Stock Ownership Plan ("Plan") of Life Bancorp,  Inc. ("Company")
to vote the shares of Common Stock which have been allocated to my account under
the Plan, upon the following proposals to be presented at the Special Meeting of
Shareholders of the Company to be held at the Norfolk Waterside Marriott located
at 235 East Main  Street,  Norfolk,  Virginia,  on Monday,  February 23, 1998 at
10:00 a.m., Eastern Time, and at any adjournment of said meeting.

     1. PROPOSAL to approve an Agreement and Plan of Reorganization, dated as of
October  29, 1997 (the  "Reorganization  Agreement"),  by and among  Life,  BB&T
Corporation,   a  North  Carolina  corporation  ("BB&T"),   and  BB&T  Financial
Corporation of Virginia,  a Virginia  corporation and wholly owned subsidiary of
BB&T,  and a related  Plan of Merger (the "Plan of  Merger"),  pursuant to which
each share of common stock of Life will be  converted  into the right to receive
shares  of common  stock of BB&T and cash in lieu of any  fractional  share,  in
amounts   to  be   determined   as   described   in   the   accompanying   Proxy
Statement/Prospectus.  A copy of the  Reorganization  Agreement  and the Plan of
Merger  set forth  therein  is  attached  to the Proxy  Statement/Prospectus  as
Appendix I.

           [   ]  FOR         [   ]  AGAINST        [   ]  ABSTAIN


     2. In their  discretion,  upon any other  matter that may be submitted to a
vote of shareholders at the special meeting.

     The Company's  Board of Directors  recommends a vote FOR Proposals 1 and 2.
Such votes are hereby solicited by the Board of Directors.

                                Dated: ______________________, 1998

                                ______________________________________________
                                           Signature(s)

        If you return this card properly  signed but do not otherwise  specify,
        shares  will be  voted  FOR  Proposals  1 and 2.  If you do not  return
        this  card,   shares  will  be  voted  by  the  trustees  in  the  same
        proportion as the shares under the Plan have voted.

     PLEASE MARK,  SIGN, DATE AND RETURN THIS VOTING  INSTRUCTION  CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.